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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-7584
 TRANSCONTINENTAL GAS PIPE LINE CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    74-1079400(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2800 Post Oak BoulevardP. O. Box 1396Houston, Texas
    
    77251(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (713) 215-2000
 None
(Former name, former address and former fiscal year, if changed since last report)
 Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
 Yes þ No o
 Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.
 Large accelerated filer o Accelerated filer o Non-accelerated filer þ
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
 Yes o No þ
 The number of shares of Common Stock, par value $1.00 per share, outstanding as of
October 31, 2006 was 100.
 REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H (1)(a) AND (b) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT.




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2




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##### 



PagePART I. FINANCIAL INFORMATION:Item 1. Financial Statements -Condensed Consolidated Statement of Income for the three and nine months
ended September 30, 2006 and 2005
    
    
    4Condensed Consolidated Balance Sheet as of September 30, 2006 and
December 31, 2005
    
    
    5Condensed Consolidated Statement of Cash Flows for the nine
months ended September 30, 2006 and 2005
    
    
    7Notes to Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Narrative Analysis of the Results of Operations
    
    
    25Item 4. Controls and Procedures
    
    
    30PART II. OTHER INFORMATION
    
    
    31Item 1. Legal Proceedings
    
    
    31Item 1A. Risk Factors
    
    
    31Item 6. Exhibits
    
    
    31Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906
    3




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements.
  
 
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(Restated)
    
    
    
    
    
    
    (Restated)Operating Revenues:Natural gas sales
    
    $
    41,076
    
    
    $
    50,650
    
    
    $
    108,959
    
    
    $
    211,814Natural gas transportation
    
    
    188,518
    
    
    
    188,159
    
    
    
    571,320
    
    
    
    572,158Natural gas storage
    
    
    29,867
    
    
    
    30,508
    
    
    
    89,883
    
    
    
    91,643Other
    
    
    2,355
    
    
    
    1,574
    
    
    
    12,057
    
    
    
    8,023Total operating revenues
    
    
    261,816
    
    
    
    270,891
    
    
    
    782,219
    
    
    
    883,638Operating Costs and Expenses:Cost of natural gas sales
    
    
    41,067
    
    
    
    50,669
    
    
    
    108,948
    
    
    
    211,787Cost of natural gas transportation
    
    
    2,663
    
    
    
    (13,542
    )
    
    
    9,237
    
    
    
    (5,317
    )Operation and maintenance
    
    
    56,441
    
    
    
    49,936
    
    
    
    162,272
    
    
    
    145,948Administrative and general
    
    
    48,121
    
    
    
    30,945
    
    
    
    116,038
    
    
    
    79,449Depreciation and amortization
    
    
    51,530
    
    
    
    48,639
    
    
    
    154,117
    
    
    
    147,173Taxes  other than income taxes
    
    
    12,741
    
    
    
    11,337
    
    
    
    39,413
    
    
    
    34,917Other, net
    
    
    (2,592
    )
    
    
    420
    
    
    
    (7,405
    )
    
    
    1,044Total operating costs and expenses
    
    
    209,971
    
    
    
    178,404
    
    
    
    582,620
    
    
    
    615,001Operating Income
    
    
    51,845
    
    
    
    92,487
    
    
    
    199,599
    
    
    
    268,637Other (Income) and Other Deductions:Interest expense
    
    
    23,489
    
    
    
    19,782
    
    
    
    61,503
    
    
    
    59,574Interest income  affiliates
    
    
    (4,310
    )
    
    
    (2,306
    )
    
    
    (10,867
    )
    
    
    (7,462
    )Allowance for equity and borrowed funds used
during construction (AFUDC)
    
    
    (3,161
    )
    
    
    (3,059
    )
    
    
    (8,530
    )
    
    
    (6,994
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,983
    )
    
    
    (1,916
    )
    
    
    (5,729
    )
    
    
    (5,366
    )Miscellaneous other (income) deductions, net
    
    
    (1,859
    )
    
    
    (1,946
    )
    
    
    (4,973
    )
    
    
    (4,617
    )Total other (income) and other deductions
    
    
    12,176
    
    
    
    10,555
    
    
    
    31,404
    
    
    
    35,135Income before Income Taxes
    
    
    39,669
    
    
    
    81,932
    
    
    
    168,195
    
    
    
    233,502Provision for Income Taxes
    
    
    15,320
    
    
    
    31,357
    
    
    
    64,009
    
    
    
    88,498Net Income
    
    $
    24,349
    
    
    $
    50,575
    
    
    $
    104,186
    
    
    $
    145,004
  4




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September 30,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent Assets:Cash
    
    $
    190
    
    
    $
    362Receivables:Affiliates
    
    
    5,736
    
    
    
    4,374Advances to affiliates
    
    
    173,691
    
    
    
    130,307Others, less allowance of $518 ($509 in 2005)
    
    
    86,844
    
    
    
    93,827Transportation and exchange gas receivables
    
    
    11,190
    
    
    
    9,906Inventories
    
    
    90,599
    
    
    
    82,680Deferred income taxes
    
    
    26,957
    
    
    
    15,283Other
    
    
    28,328
    
    
    
    17,663Total current assets
    
    
    423,535
    
    
    
    354,402Investments, at cost plus equity in undistributed earnings
    
    
    44,645
    
    
    
    44,108Property, Plant and Equipment:Natural gas transmission plant
    
    
    6,467,117
    
    
    
    6,134,951Less-Accumulated depreciation and amortization
    
    
    1,897,092
    
    
    
    1,776,946Total property, plant and equipment, net
    
    
    4,570,025
    
    
    
    4,358,005Other Assets
    
    
    262,941
    
    
    
    257,835Total assets
    
    $
    5,301,146
    
    
    $
    5,014,350
  5




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September 30,
    
    
    December 31,2006
    
    
    2005LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Payables:Affiliates
    
    $
    20,052
    
    
    $
    27,812Other
    
    
    91,691
    
    
    
    80,876Transportation and exchange gas payables
    
    
    26,545
    
    
    
    49,657Accrued liabilities
    
    
    115,446
    
    
    
    168,730Reserve for rate refunds
    
    
    3,946
    
    
    
    3,763Total current liabilities
    
    
    257,680
    
    
    
    330,838Long-Term Debt
    
    
    1,201,242
    
    
    
    1,000,623Other Long-Term Liabilities:Deferred income taxes
    
    
    1,014,146
    
    
    
    955,503Other
    
    
    264,136
    
    
    
    172,764Total other long-term liabilities
    
    
    1,278,282
    
    
    
    1,128,267Contingent liabilities and commitments (Note 3)Common Stockholders Equity:Common stock $1.00 par value:100 shares authorized, issued and outstanding
    
    
    
    
    
    
    Premium on capital stock and other paid-in capital
    
    
    1,652,430
    
    
    
    1,652,430Retained earnings
    
    
    911,786
    
    
    
    902,600Accumulated other comprehensive loss
    
    
    (274
    )
    
    
    (408
    )Total common stockholders equity
    
    
    2,563,942
    
    
    
    2,554,622Total liabilities and stockholders equity
    
    $
    5,301,146
    
    
    $
    5,014,350
  6




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Nine Months EndedSeptember 30,2006
    
    
    2005(Restated)Cash flows from operating activities:Net income
    
    $
    104,186
    
    
    $
    145,004Adjustments to reconcile net income to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    152,361
    
    
    
    148,403Deferred income taxes
    
    
    46,882
    
    
    
    17,895Allowance for equity funds used during construction (Equity AFUDC)
    
    
    (6,380
    )
    
    
    (4,825
    )Changes in operating assets and liabilities:Receivables  affiliates
    
    
    (1,362
    )
    
    
    (4,377
    ) others
    
    
    6,983
    
    
    
    11,999Transportation and exchange gas receivables
    
    
    (1,284
    )
    
    
    (1,675
    )Inventories
    
    
    (7,919
    )
    
    
    (3,671
    )Payables  affiliates
    
    
    (7,760
    )
    
    
    2,500 others
    
    
    1,083
    
    
    
    (18,167
    )Transportation and exchange gas payables
    
    
    (23,112
    )
    
    
    (4,880
    )Accrued liabilities
    
    
    (49,826
    )
    
    
    (33,380
    )Reserve for rate refunds
    
    
    183
    
    
    
    (4,002
    )Other, net
    
    
    (15,611
    )
    
    
    (9,251
    )Net cash provided by operating activities
    
    
    198,424
    
    
    
    241,573Cash flows from financing activities:Additions of long-term debt
    
    
    200,000
    
    
    
    Retirement of long-term debt
    
    
    
    
    
    
    (200,000
    )Debt issue costs
    
    
    (3,187
    )
    
    
    (255
    )Change in cash overdrafts
    
    
    (2,023
    )
    
    
    (8,378
    )Common stock dividends paid
    
    
    (95,000
    )
    
    
    (80,000
    )Net cash provided by (used in) financing activities
    
    
    99,790
    
    
    
    (288,633
    )Cash flows from investing activities:Property, plant and equipment:Additions, net of equity AFUDC
    
    
    (265,066
    )
    
    
    (169,373
    )Changes in accounts payable
    
    
    11,754
    
    
    
    (5,396
    )Advances to affiliates, net
    
    
    (43,384
    )
    
    
    217,634Advances to others, net
    
    
    745
    
    
    
    547Other, net
    
    
    (2,435
    )
    
    
    3,993Net cash provided by (used in) investing activities
    
    
    (298,386
    )
    
    
    47,405Net increase (decrease) in cash
    
    
    (172
    )
    
    
    345Cash at beginning of period
    
    
    362
    
    
    
    176Cash at end of period
    
    $
    190
    
    
    $
    521
  7




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TRANSCONTINENTAL GAS PIPE LINE CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
        8




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Three Months
    
    
    Nine MonthsEnded September 30,
    
    
    Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005(restated)
    
    
    
    
    
    
    (restated)Net income
    
    $
    24,349
    
    
    $
    50,575
    
    
    $
    104,186
    
    
    $
    145,004Equity interest in unrealized gain/(loss) on interest rate hedge
    
    
    (150
    )
    
    
    240
    
    
    
    134
    
    
    
    409Total comprehensive income
    
    $
    24,199
    
    
    $
    50,815
    
    
    $
    104,320
    
    
    $
    145,413
 Asset Retirement Obligation
    Recent Accounting Developments
  9




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FERC Accounting Guidance
 10




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2. RESTATEMENT
       11




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Three Months Ended September 30, 2005(As Reported)
    
    
    Adjustment
    
    
    (As Restated)Operating Revenues:Natural gas sales
    
    $
    50,650
    
    
    $
    
    
    
    $
    50,650Natural gas transportation
    
    
    188,159
    
    
    
    
    
    
    
    188,159Natural gas storage
    
    
    30,508
    
    
    
    
    
    
    
    30,508Other
    
    
    1,574
    
    
    
    
    
    
    
    1,574Total operating revenues
    
    
    270,891
    
    
    
    
    
    
    
    270,891Operating Costs and Expenses:Cost of natural gas sales
    
    
    50,669
    
    
    
    
    
    
    
    50,669Cost of natural gas transportation
    
    
    (13,504
    )
    
    
    (38
    )
    
    
    (13,542
    )Operation and maintenance
    
    
    49,936
    
    
    
    
    
    
    
    49,936Administrative and general
    
    
    30,733
    
    
    
    212
    
    
    
    30,945Depreciation and amortization
    
    
    49,034
    
    
    
    (395
    )
    
    
    48,639Taxes  other than income taxes
    
    
    11,337
    
    
    
    
    
    
    
    11,337Other, net
    
    
    420
    
    
    
    
    
    
    
    420Total operating costs and expenses
    
    
    178,625
    
    
    
    (221
    )
    
    
    178,404Operating Income
    
    
    92,266
    
    
    
    221
    
    
    
    92,487Other (Income) and Other Deductions:Interest expense
    
    
    19,782
    
    
    
    
    
    
    
    19,782Interest income  affiliates
    
    
    (2,306
    )
    
    
    
    
    
    
    (2,306
    )Allowance for equity and borrowed funds used during
construction (AFUDC)
    
    
    (3,059
    )
    
    
    
    
    
    
    (3,059
    )Equity in earnings of unconsolidated affiliates
    
    
    (1,916
    )
    
    
    
    
    
    
    (1,916
    )Miscellaneous other (income) deductions, net
    
    
    (1,946
    )
    
    
    
    
    
    
    (1,946
    )Total other (income) and other deductions
    
    
    10,555
    
    
    
    
    
    
    
    10,555Income before Income Taxes
    
    
    81,711
    
    
    
    221
    
    
    
    81,932Provision for Income Taxes
    
    
    31,273
    
    
    
    84
    
    
    
    31,357Net Income
    
    $
    50,438
    
    
    $
    137
    
    
    $
    50,575
 12




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Nine Months Ended September 30, 2005(As Reported)
    
    
    Adjustment
    
    
    (As Restated)Operating Revenues:Natural gas sales
    
    $
    211,814
    
    
    $
    
    
    
    $
    211,814Natural gas transportation
    
    
    572,158
    
    
    
    
    
    
    
    572,158Natural gas storage
    
    
    91,643
    
    
    
    
    
    
    
    91,643Other
    
    
    8,023
    
    
    
    
    
    
    
    8,023Total operating revenues
    
    
    883,638
    
    
    
    
    
    
    
    883,638Operating Costs and Expenses:Cost of natural gas sales
    
    
    211,787
    
    
    
    
    
    
    
    211,787Cost of natural gas transportation
    
    
    (8,513
    )
    
    
    3,196
    
    
    
    (5,317
    )Operation and maintenance
    
    
    145,948
    
    
    
    
    
    
    
    145,948Administrative and general
    
    
    78,892
    
    
    
    557
    
    
    
    79,449Depreciation and amortization
    
    
    147,041
    
    
    
    132
    
    
    
    147,173Taxes  other than income taxes
    
    
    34,917
    
    
    
    
    
    
    
    34,917Other, net
    
    
    1,044
    
    
    
    
    
    
    
    1,044Total operating costs and expenses
    
    
    611,116
    
    
    
    3,885
    
    
    
    615,001Operating Income
    
    
    272,522
    
    
    
    (3,885
    )
    
    
    268,637Other (Income) and Other Deductions:Interest expense
    
    
    59,574
    
    
    
    
    
    
    
    59,574Interest income  affiliates
    
    
    (7,462
    )
    
    
    
    
    
    
    (7,462
    )Allowance
for equity and borrowed funds used during construction (AFUDC)
    
    
    (6,994
    )
    
    
    
    
    
    
    (6,994
    )Equity in earnings of unconsolidated affiliates
    
    
    (5,366
    )
    
    
    
    
    
    
    (5,366
    )Miscellaneous other (income) deductions, net
    
    
    (4,617
    )
    
    
    
    
    
    
    (4,617
    )Total other (income) and other deductions
    
    
    35,135
    
    
    
    
    
    
    
    35,135Income before Income Taxes
    
    
    237,387
    
    
    
    (3,885
    )
    
    
    233,502Provision for Income Taxes
    
    
    89,967
    
    
    
    (1,469
    )
    
    
    88,498Net Income
    
    $
    147,420
    
    
    $
    (2,416
    )
    
    $
    145,004
 13




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Nine Months Ended September 30, 2005(As Reported)
    
    
    Adjustment
    
    
    (As Restated)Cash flows from operating activities:Net income
    
    $
    147,420
    
    
    $
    (2,416
    )
    
    $
    145,004Adjustments to reconcile net income to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    147,264
    
    
    
    1,139
    
    
    
    148,403Deferred income taxes
    
    
    17,895
    
    
    
    
    
    
    
    17,895Allowance for equity funds used during construction (Equity AFUDC)
    
    
    (4,825
    )
    
    
    
    
    
    
    (4,825
    )Changes in operating assets and liabilities:Receivables  affiliates
    
    
    (4,377
    )
    
    
    
    
    
    
    (4,377
    ) other
    
    
    12,546
    
    
    
    (547
    )
    
    
    11,999Transportation and exchange gas receivables
    
    
    (1,675
    )
    
    
    
    
    
    
    (1,675
    )Inventories
    
    
    (27,800
    )
    
    
    24,129
    
    
    
    (3,671
    )Payables  affiliates
    
    
    2,500
    
    
    
    
    
    
    
    2,500 other
    
    
    (18,167
    )
    
    
    
    
    
    
    (18,167
    )Transportation and exchange gas payables
    
    
    9,024
    
    
    
    (13,904
    )
    
    
    (4,880
    )Accrued liabilities
    
    
    (46,756
    )
    
    
    13,376
    
    
    
    (33,380
    )Reserve for rate refunds
    
    
    (4,002
    )
    
    
    
    
    
    
    (4,002
    )Other, net
    
    
    12,720
    
    
    
    (21,971
    )
    
    
    (9,251
    )Net cash provided by (used in) operating activities
    
    
    241,767
    
    
    
    (194
    )
    
    
    241,573Cash flows from financing activities:Retirement of long-term debt
    
    
    (200,000
    )
    
    
    
    
    
    
    (200,000
    )Debt issue costs
    
    
    (255
    )
    
    
    
    
    
    
    (255
    )Change in cash overdrafts
    
    
    (8,378
    )
    
    
    
    
    
    
    (8,378
    )Common stock dividends paid
    
    
    (80,000
    )
    
    
    
    
    
    
    (80,000
    )Net cash used in financing activities
    
    
    (288,633
    )
    
    
    
    
    
    
    (288,633
    )Cash flows from investing activities:Property, plant and equipment:Additions, net of equity AFUDC
    
    
    (169,020
    )
    
    
    (353
    )
    
    
    (169,373
    )Changes in accounts payable
    
    
    (5,396
    )
    
    
    
    
    
    
    (5,396
    )Advances to affiliates, net
    
    
    217,634
    
    
    
    
    
    
    
    217,634Advances to others, net
    
    
    
    
    
    
    547
    
    
    
    547Other, net
    
    
    3,993
    
    
    
    
    
    
    
    3,993Net cash provided by investing activities
    
    
    47,211
    
    
    
    194
    
    
    
    47,405Net increase in cash
    
    
    345
    
    
    
    
    
    
    
    345Cash at beginning of period
    
    
    176
    
    
    
    
    
    
    
    176Cash at end of period
    
    $
    521
    
    
    $
    
    
    
    $
    521
  14




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3. CONTINGENT LIABILITIES AND COMMITMENTS
 Rate and Regulatory Matters
 General rate case (Docket No. RP06-569)
 General rate case (Docket No. RP01-245)
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Gathering facilities spin-down order (Docket Nos. CP96-206-000 and CP96-207-000)
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North Padre Island/Central Texas Systems Spin-down Proceeding (Docket Nos. CP01-32 and
CP01-34)
 17




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North High Island/West Cameron Systems and Central Louisiana System Spin-down Proceedings
(Docket Nos. CP01-103 and CP01-104, and CP01-368 and CP01-369)
  FERC enforcement matter
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Legal Proceedings.
 Royalty claims and litigation
   Hurricane lawsuits
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Environmental Matters
    20




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Safety Matters
 Pipeline Integrity Regulations
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Summary
  Other Commitments
 Commitments for construction and gas purchases
 4. DEBT AND FINANCING ARRANGEMENTS
 Revolving Credit and Letter of Credit Facilities
  
    
    Williams ratio of debt to capitalization must be no greater than 65 percent;
    
    Our ratio of debt to capitalization must be no greater than
55 percent; and
    
    Williams ratio of EBITDA to interest, on a rolling four quarter basis, must be no
less than 2.5 for the period ending December 31, 2007 and 3.0 for the remaining term of
the agreement.
 Issuance of Long-Term Debt
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5. STOCK-BASED COMPENSATION
 Plan Information
   Accounting for Stock-Based Compensation
 .
  6. TRANSACTIONS WITH AFFILIATES
  23




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24




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ITEM 2. Managements Narrative Analysis of the Results of Operations.
 General
  Restatement of Financial Results
    RESULTS OF OPERATIONS
 Operating Income and Net Income
  Transportation Revenues
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Nine MonthsEnded September 30,2006
    
    2005Transco System Deliveries (TBtu)Market-area deliveries:Long-haul transportation
    
    
    588.5
    
    
    
    577.2Market-area transportation
    
    
    621.4
    
    
    
    628.7Total market-area deliveries
    
    
    1,209.9
    
    
    
    1,205.9Production-area transportation
    
    
    191.2
    
    
    
    213.3Total system deliveries
    
    
    1,401.1
    
    
    
    1,419.2Average Daily Transportation Volumes (Tbtu)
    
    
    5.1
    
    
    
    5.2Average Daily Firm Reserved Capacity (Tbtu)
    
    
    6.6
    
    
    
    6.6
  Sales Revenues
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Nine MonthsEnded September 30,Gas Sales Volumes (Tbtu)
    
    2006
    
    2005Long-term sales
    
    
    
    
    
    
    7.8Short-term sales
    
    
    2.4
    
    
    
    5.8Total gas sales
    
    
    2.4
    
    
    
    13.6
 Storage Revenues
  Other Revenues
  Operating Costs and Expenses
  27




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Other Income and Other Deductions
  Method of Financing
  
    
    Williams ratio of debt to capitalization must be no greater than 65 percent;
    
    Our ratio of debt to capitalization must be no greater than
55 percent; and
    
    Williams ratio of EBITDA to interest, on a rolling four quarter basis, must be no
less than 2.5 for the period ending December 31, 2007 and 3.0 for the remaining term of
the agreement.
   Capital Expenditures
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Nine monthsEnded September 30,2006
    
    
    2005(In Millions)(Restated)Expansion projects
    
    $
    11.0
    
    
    $
    17.1Maintenance of existing facilities and other projects
    
    
    242.3
    
    
    
    157.7Total capital expenditures
    
    $
    253.3
    
    
    $
    174.8
  Leidy to Long Island Expansion Project
 Potomac Expansion Project
 Sentinel Expansion Project
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ITEM 4. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
     Changes in Internal Control over Financial Reporting
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(31)
    
    Section 302 Certifications
 -
    
    1
    
    Certification of Principal Executive Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.-
    
    2
    
    Certification of Principal Financial Officer pursuant to
Rules 13a-14(a) and 15d-14(a) promulgated under the
Securities Exchange Act of 1934, as amended, and Item
601(b)(31) of Regulation S-K, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
 (32)
    
    Section 906 Certification
 -
    
    
    
    Certification of Principal Executive Officer and
Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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TRANSCONTINENTAL GAS PIPE LINECORPORATION (Registrant)Dated: November 6, 2006
    
    By
    
    /s/ Jeffrey P. HeinrichsJeffrey P. HeinrichsController(Principal Accounting Officer)
 32